Special Purpose Vehicle Sample Clauses

Special Purpose Vehicle. The Borrower and the Parent is each in compliance with Section 6.12 and the restrictions on its activities set forth in the Borrower LLC Agreement and the Parent LLC Agreement, respectively.

Special Purpose Vehicle. (a) Each Obligor must not engage in any business, transaction or dealing other than as permitted under the Finance Documents, in relation to the Project and any business activities which are ancillary to such business. (b) No member of the Borrower Group may open or maintain any bank account other than the Project Accounts.

Special Purpose Vehicle. The Company is a special purpose investment vehicle through which the Members indirectly hold interests in Holdings. In furtherance of the foregoing the Company shall not (i) acquire or hold any assets other than interests in Holdings and distributions from Holdings, along with any interest or earnings with respect to such amounts or (ii) without the consent of the Holdings Board of Directors, which consent shall not be unreasonably withheld, conditioned or delayed, voluntarily incur any liabilities other than reasonable expenses related to (a) holding interests in Holdings or the administration of the Company, (b) the amendment of this Agreement in accordance with the terms and conditions set forth in this Agreement or the performance of this Agreement, including taking any action approved in accordance with Section 3.1.2.8, or (c) complying with applicable laws (excluding, in the case of (a), (b) and (c), any payment to any officer, Director or manager of the Company or Holdings other than in a capacity as a Member or holder of Units or as expressly contemplated by this Agreement).

Special Purpose Vehicle. (i) Engage in any business or transactions, directly or indirectly, other than: (A) acquiring Receivables and Related Security and Collections pursuant to the Purchase and Sale Agreement; (B) obtaining Advances hereunder; (C) entering into, exercising its rights under, performing its obligations under or enforcing its rights under any Transaction Documents; or (D) performing any act incidental to or necessary in connection with any of the above or its corporate existence; (ii) have any Subsidiaries; (iii) have any employees; (iv) purchase, own, lease or otherwise acquire any real property (including office premises or like facilities); or (v) purchase, own or otherwise acquire any Equity Interests in any Person.

Special Purpose Vehicle. The Borrower has not traded (on or after the New Ownership Date) or incurred any liabilities (on or after the New Ownership Date) other than in connection with its participation in the transactions contemplated in the Operative Documents.

Special Purpose Vehicle. A corporation, partnership, trust, statutory trust, business trust, limited liability company or other entity that is formed by the Borrower or one of its Subsidiaries for the purpose of purchasing or financing assets of the Borrower and/or its Subsidiaries pursuant to any Permitted Securitization and that is designated as a “Special Purpose Vehicle” in a written notice delivered to the Administrative Agent by the Borrower.

Special Purpose Vehicle. Since its formation, no actions have been taken and no business has been conducted by the Company except for ministerial activities and the execution and performance by the Company of this Agreement and the other Transaction Documents. The Company has no Indebtedness and there are no Liens on the Company or any of its assets, other than Permitted Liens.

Special Purpose Vehicle. Section 9.1 of the Credit Agreement is hereby amended by adding thereto a new sentence immediately at the end thereof which reads as follows: "Notwithstanding anything contained herein to the contrary, neither ▇▇▇▇-▇▇▇▇▇ Funding Corp. nor any other Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee Agreement if and so long as the sole purpose and function of such Subsidiary is to act as a special purpose vehicle for a securitization or other similar transaction permitted by Section 9.15 hereof involving accounts receivable of, or loans owed to, the Borrower or any other Subsidiary."

Special Purpose Vehicle. Concurrently with the execution of this Agreement, Seller shall cause the formation of SPV Subsidiary and contribute and transfer the Purchased Royalty Payments to SPV Subsidiary. Promptly after the Closing, but in no event later than [*] days following the Closing Date, Seller shall cause SPV Subsidiary to join this Agreement as a seller hereunder and execute any applicable documents and amendments to implement such joinder, in each case in form and substance reasonably acceptable to Purchaser, including the express agreement of SPV Subsidiary not to do, and the agreement of Seller not to cause to be done, any of the following: [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. (a) fail to hold itself out to the public and all other Persons as a legal entity separate from the owners of its capital stock and from any other Person; (b) commingle its assets with assets of any other Person; (c) fail to conduct its business only in its own name, nor fail to comply with all organizational formalities necessary to maintain its separate existence; (d) amend, modify or waive provisions of or otherwise change its SPV LLC Agreement without the prior written consent of Purchaser, including any failure to have an independent manager at all times; (e) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person nor have its assets listed on any financial statement of any other Person; provided, however, that SPV Subsidiary’s assets may be included in a consolidated financial statement of Seller or one of its Affiliates in conformity with applicable provisions of GAAP (provided that such assets shall also be listed on SPV Subsidiary’s own separate balance sheet); (f) fail to pay its own liabilities and expenses only out of its own funds, except in respect of short term advances to be repaid; (g) enter into any transaction with an Affiliate except transactions that are at prices and on terms and conditions that could be obtained on an arm’s-length basis from unrelated Third Parties; (h) fail to correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; (i) fail to maintain adequate capital in light of its contemplated business purpose, transactions and liabil...